A Little More Mascara
by Chasing Rabbits
Summary: A friendship develops between Kenny and Butters over the years, centered around the fact that Butters likes to dress in his mom's clothes.


This was **originally** written for the **South Park Kinkmeme** on **livejournal**. I decided to tweak it because I wrote it all in one day and it was really hasty and I had time to fix it now. Un-beta'd, but what else is new? I did my best.

The title comes from a song of the same title from the musical **La Cage Aux Folles**.

And also I guess I'm not anonymous anymore. Sorry gaise.

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><p>It's not one of those things where they aren't sure how it happened—Kenny knows exactly how it happened. Despite what everyone thinks, Butters actually isn't too bad. And, even if he is a Grade A dork, at least he's kindhearted enough to let Kenny hang out at his place after school when everyone else is being an insufferable sack of shit.<p>

Plus, he works at the dance studio and lets Karen take ballet classes for free, so he's absolutely tops in Kenny's book.

Not to say Butters doesn't have his quirks, the most outstanding of which Kenny had discovered one day in the ninth grade when he went over to Butters' house on a Sunday to get help for their math test. Linda's and Stephen's cars were both gone, which had led Kenny to believe that Butters may have forgotten about their study session (Kenny had since stopped studying with Kyle for sanity-related reasons), but he knocked anyway.

He didn't know why Butters had come to the door in a floor-length evening gown (a dark red one that Kenny recognized from Linda's wardrobe), only that he hadn't been surprised to see it. In fact, he'd just kind of tilted his head and looked him up and down a few times.

"What the hell is this?" he'd finally asked. Butters had just looked down at himself and started squirming like an ant under a magnifying glass.

"W-well, my folks are out," he'd stammered, rubbing his knuckles together, "a-and my mom's got some nice dresses."

Kenny had then given him another once over and, with a smile, clapped him on the shoulder.

"You need tits," he'd said, "the top's too loose. Now let's get cracking on this math shit before I lose my last chance at Harvard."

To say Butters had looked relieved did a disservice to what he must have actually felt. Looking back on it, Kenny doesn't know how he would've handled it if the roles had been reversed. He doesn't doubt Butters would be accepting so much as he doubts that he himself would've had the iron-clad balls to show anyone he was into something so… strange.

"Why do you do it?" Kenny had asked one day when they were sixteen. Butters had started putting on make-up by then, sloppily to be sure, but Kenny couldn't help but find it endearing. Butters had looked over his shoulder at Kenny and frowned.

"Gosh," he'd said, pouting out his lips in a way that was probably normal, but with the lip gloss looked incredibly exaggerated. "I reckon I never thought about it, really. Feels good, y'know? Like, I'm not myself. It's like… whenever things get sticky and everything feels like it's gone all to hell, I can dress up and not be me for a while. I don't have to be Leopold, or Butters, or nothin'… I can be someone else for a while, someone who doesn't have any problems."

And just like that Kenny got it. He didn't say it outright, but he also didn't leave or call Butters a fag or anything like that, so he liked to think that Butters knew. He'd always felt that way about his parka, that it felt better to hide his face from the world… safer, somehow.

Now, of course, when Kenny comes over they don't think twice about it. It's a comfortable thing they've got going, where Kenny comes over and reads magazines or plays his PSP on Butters' bed while Butters dresses up in his mom's clothes.

Except today he's wearing something different—a dress that couldn't have come out of Linda Stotch's wardrobe. In fact, Kenny knows he's seen that dress before… it's a strapless little magenta number, way shorter than anything he's ever seen Butters wear before, and it's making his throat a little dry. He sits up, tossing his PSP to the side, and stares at Butters' reflection in the mirror.

"Dude, are you wearing Bebe's dress?"

They make eye-contact in the mirror, but Butters raises an eyebrow in a way that makes it known that he won't be answering the question because the answer is so glaringly obvious that it hurts. So instead he reaches into his sock drawer, where normal seventeen-year-olds hide their weed, and pulls out a small but efficient make-up kit.

"She loaned it to me," he says. "Said I could use it for next Friday."

"What's next Friday?" Kenny stands, anxious now that Butters has started sweeping a rather hefty stroke of mascara onto his pale eyelashes. He looks at Kenny in the mirror again and smiles. He's not particularly feminine-looking on his own, and hasn't been since they were about eleven, but something about the dress and make-up soften him enough for Kenny's dick stir in his jeans.

"I didn't tell you?" Butters asks, moving onto eye shadow now. He moves through the ritual so effortlessly now, which makes a small part of Kenny think he should've nipped this in the bud a long time ago. The other part of Kenny, however, is the part that's getting a massive erection at the sight of Butters' ass just slightly above that hemline… Kenny notices his fingers straying toward the fabric and stops them immediately.

"What's, uh," he coughs. "What's on Friday again?"

"Next Friday," Butters rolls his eyes and gives Kenny a smile in the mirror. "There's a contest down at that little club I told you about. Was gonna sing and dance."

Butters has been frequenting a little gay club out in the middle of fucking nowhere for months now. He uses a fake ID he all but begged Kenny to get for him and sits at the bar with a Shirley Temple while guys cruise him and offer to buy him drinks for the rest of the night. Kenny's had to pick him up before, though that was only once and only because Butters had no idea just how strong daiquiris could be.

At least he's not a loud and abrasive drunk, like Stan, who'll throw something shatter-able at your head as soon as he'll collapse in your lap and cry himself to sleep. No, Butters is a happy drunk, so friendly and sweet that he probably doesn't even realize he's getting drunk. Kenny sometimes wonders if that's why guys are so keen on buying him drinks, because he always accepts with a smile.

That, and he's got the nicest ass this side of the fucking Mississippi.

Wait.

_Shit_.

This is Butters, not… not Bebe. Bebe's got a magnificent ass, and tits to go right along with it. She's curvy as fuck, knows how to use it, and she drives every man in this town up the fucking wall with it. Yeah, part of Butters' charm is that he's unwittingly attractive, but that shouldn't matter, right? He's seen Bebe's ass in way more form-fitting clothes than this dress right here, he's certainly whacked off to more than his fair share of fantasies about Bebe in general, but Butters is right there, so close, making Kenny's skin feel all too-tight and itchy and, _Christ_, it's just an ass, but—

Suddenly Kenny wants to know exactly how it feels to sink right down into it.

"Oh!" Butters jumps just as he finishes applying his lip gloss, and the action alone is enough to stun Kenny into taking a few steps back. Butters doesn't notice, though. He's too busy rummaging in his closet for something. He's bending over and Kenny can just see the very bottom of his ass poking out (Jesus _Christ_, he's even got lacy underwear on) and it's getting harder and harder for Kenny to ignore the insistent thrumming in his veins. Butters stands back up before he can say anything, though, wielding a shoebox and looking rather excited about it.

"I found a store that sells shoes in my size," he says and sets the box down on Kenny's lap. He lifts the lid and pulls out one of the shoes—black satin pumps, the box notes, that have to be about six inches high.

"Dude, you're gonna fall the fuck over in these," Kenny marvels as he picks up the other shoe to inspect. Butters just rolls his eyes and puts them on, right first and then left, before standing back and doing a spin.

"Well?" he asks, looking at Kenny expectantly. Kenny kind of just stares back blankly and rubs the back of his neck. He looks great, except…

"Your hair… kind of makes you look like one of those lesbians who look like Justin Bieber," he says, and Butters honest-to-God pouts. "A pretty lesbian!" he amends. "Like Portia di Rossi, or porno lesbians."

To be honest, his hair isn't even that bad. It's gotten a little longer since they were kids, and Kenny's willing to bet if they style it correctly he'd look just fine. Kenny's been helping Karen with her hair for years—he's not what anyone would consider an expert (especially after the first time, when he'd accidentally cut about six inches off of her hair), but he's adept enough now to the point where he's pretty sure they could make it work between the two of them.

But Butters is still upset enough to take a seat beside Kenny and pout like a girl who just got dumped on prom night. Kenny scoots a little closer and puts a hand on his shoulder.

"What's wrong, dude?" he asks. Butters takes a deep breath and lets it out in a long sigh.

"I just wanna look my best," he replies and flops back on the bed. Kenny looks back and thinks that he might be disappointed in the lack of tits—because, seriously, tits look fucking fantastic when they're not fighting gravity—but he's not. Butters' arms are toned, a little bigger than most girls', and his chest is obviously flat, but that doesn't take away from the undeniable femininity he exudes when he's all done up like this. Kenny stretches out beside him and props himself up on his elbow.

"You look good," he says and Butters looks over at him with those big blue eyes.

"Really?"

"Abso-fucking-lutely," Kenny grins. "I mean, you're a good-looking guy, but you make one hell of a lady, okay? If it's that big of a deal, I'll steal a wig from the drama department for you. But I think you look great without one."

Butters smiles and searches Kenny's face for sincerity. Then he laughs and runs his fingers through his hair and Kenny can't help it—he has to touch him. He reaches out a hand and lets it rest on Butters' stomach, just below his belly button, and just hopes that Butters doesn't make too much of it. Obviously, that's too much to ask, since Butters stops laughing almost immediately and looks at Kenny again, this time searching for something else.

"What are you doing?" he asks.

"Touching you," Kenny replies, because lying is useless around this kid and Kenny doesn't really feel like being coy right now anyway. He runs his hand over Butters' taut belly and smiles when Butters' eyes slip shut. He wants to touch everything on him right now, and starts with running his fingers up Butters' side and up his arm.

"You gonna shave under your arms before next Friday?" he asks as Butters hums contentedly at being paid attention.

"'course," he shoots back with a laugh. "I'm not an animal for Pete's sake."

Kenny laughs and moves his hand over to Butters' face, stroking his thumb softly over his cheekbone as he did. Aside from a few acne scars left over from puberty, Butters actually has some pretty nice skin. Not nearly as soft as a girl's, but Kenny's fingers like it just as well.

It takes him an extra moment or two to realize that Butters' eyes are open and that he's staring at him with a knowing sort of look. He reaches out and runs his fingers over Kenny's jaw, rough and stubbly because the water got shut off at his house again, and it feels sort of good even though Butters' fingers aren't nearly as small or as nice-looking as a girl's.

"You wanna kiss me?" he asks, his voice soft and low, and there's something about that male tone coming out against the deceptive rest of him that Kenny surge forward and capture those thick glossy lips in his without a second thought. He tastes sticky and sweet, which isn't a new thing for Kenny considering he's sucked on half the female faces at Park County High, but there's something that's undeniably Butters underneath it all.

They pull apart almost simultaneously, both breathing in measured little puffs against one another's lips, both staring at each other like they're the only other living beings on the planet. Butters is the first to laugh.

"You've got lip gloss all over your mouth," he says and brings his thumbs up to wipe Kenny's lips clean, shortly going to work on his own mouth after that. Kenny doesn't have time to express his indignation (because he kind of likes the idea that it's obvious that they've kissed) before Butters' mouth is pressed against his again, before Butters' tongue is gliding along Kenny's lower lip, demanding entry that Kenny is more than happy to grant.

He lets Butters roll on top of him and pin him to the bed as their tongues mingle together. Kenny feels too hot, too eager, like he's never made out with anyone on their bed before.

Okay, so he's never made out with a guy before, and that's probably what it is, because just about everything about this is making him hornier by the second, and with the way Butters is sitting right on his erection so deliberately he's only getting more insistent. He wants more than anything to run his fingers through Butters' hair, to grab at his ass and thrust up into him like a wild man, but Butters has his wrists pinned at the sides of his head and he's a lot stronger than anyone gives him credit for.

Butters finally pulls back, letting Kenny's hands free as he sits back and runs his palms over the magenta fabric on his thighs.

"You ever done this before?" he asks. "With a boy, I mean."

Kenny has to shake his head, even though he's had a few short-lived love affairs with a couple of gay porn rags he's stolen from work before. He knows it's not the same, and with the way Butters' face slides into an impish grin he knows he wants this—all of this, whatever this is—and he wants it now. He'll have a long existential crisis about his sexuality later when he's in his room and can't stop jerking off to how fucking _eager_ Butters is to do this with him. He slides off of Kenny and almost falls over as he scrambles to rummage around in another drawer in his dresser. Kenny props himself up on his elbows and combs his fingers through his hair.

"Those heels make your ass look incredible," he says, because it needs to be said. Butters looks back, a slight blush tingeing his cheeks, and smiles.

"Thanks," he hums back, and throws a box of condoms and a small tube of lube onto Kenny's lap. Then he kicks off the heels and pads over to Kenny, bracing his hands on Kenny's knees and sucking his lips in between his.

"So you never done anything with a boy before?" Butters breathes against his lips, and smiles again when Kenny shakes his head. "That's pretty damn hot."

"How often do you get the chance to fuck a guy in drag?" Kenny shrugs and gives a grin. Butters gives him a calculating stare before kissing him very briefly again.

"You've had plenty'a chances," he says through a smile as he sinks to his knees. "Just never seized the opportunity." As if to punctuate the statement, he slides his hand up Kenny's thigh and grabs him through his jeans. Kenny's vision goes out of focus for just a second before he realizes that, Jesus Christ, Butters has probably done this before. He's unbuttoning Kenny's fly like his fingers are well-practiced, moving through it with that certain type of calm that suggested 'never fear—you're in good hands'. Kenny knows it's that because he tries to exude that same air when he does this with girls.

"What do you want?" Butters asks and, _fuck_, mouths at Kenny through his boxers. Really, there's nothing else you can say when someone's mouth is that close to your dick, so he gives a little thrust upward and wonders when he decided that having another guy's mouth on him was such a good idea.

When Butters pulls Kenny out of his underwear and sucks him into his mouth, he's pretty glad he did, though. There's no way on God's green earth that Butters hasn't done this before, and with the little sigh he makes through his nose the second he starts bobbing his head, Kenny gathers he probably enjoys the hell out of it too.

He gags when Kenny thrusts up, but he laughs when he sits back and wipes at his mouth with his wrist.

"Good?" he asks, and Kenny mindlessly nods.

"Not gonna go for very long if you keep at it, though," he says. Butters raises an eyebrow and gives an uncertain laugh.

"Ain't that the point?" he says and licks up the underside of Kenny's cock. Kenny whines and sits up, pushing Butters' face away from him.

"Dude, can I just…" he begins shakily. Butters cocks his head in the coy way that pretty girls so often do and smiles.

"What do you want?" he asks, leaning on Kenny's knees and giving him what can only be termed a sultry look. Kenny his growing more incoherent by the minute, and that look sure as shit isn't helping. He manages only a strangled sort of sigh and an incomplete "touch you," before Butters takes pity on him and hops onto the bed. He props himself up on some pillows and spreads his legs just so. Then he gives Kenny an imploring look and folds his arms.

"Well?" he prods, and Kenny's too gob smacked by the sight to say anything really. He crawls over the bedspread and goes over every single possible plan of attack in his head. All he really wanted to do was stick his head up Butters' skirt and touch him. Aside from his own, Kenny's never even looked at another dick in person before. He's seen them, sure, circumstantially—the locker room during gym, having to bathe with Kevin when they were little—but he's never been in a situation quite like this before. Fuck, he can't get the thought of dick out of his head.

That's a new one.

Then there's the rest of Butters. He doesn't have a bad body. He's kind of fit, actually, and Kenny should know; he's been watching the guy dress up for almost four years now. Kenny wants to touch all of him, so he starts with putting his hands on Butters' knees and looks him in the eye.

"You're okay with this?" he asks. They've done some pretty fucked up things to Butters over the years, one of which had been forcing him to dress up as a girl (initially) against his will. Kenny always likes to make sure that whatever they do is okay with Butters now, like it's some sort of retribution for going so long without doing so. Butters just rolls his eyes and flops his hands down against his comforter.

"I pulled condoms and lube out of my dresser," he says, "I just had your dick in my mouth, an' you're sittin' here askin' me if I'm okay with this?" he asks. Kenny shrugs.

"Fair enough," he says and hikes Butters' skirt up around his hips. He doesn't shave his legs, which Kenny thinks is kind of hot. It's almost like he's saying that, even though he likes dressing up as a girl, he's still very much a boy.

Although the impressive bulge in those lacey panties would have been proof of that enough, to be perfectly honest. Kenny gulps and settles in on his knees, running a finger over the outline of Butters' erection in soft, even strokes. He hears Butters let out a strangled kind of moan and the noise goes right to Kenny's cock.

"Dude, where the hell did you get these?" Kenny asks as he moves his fingers up to play with the waistband of his panties. Butters looks down at him, all red in the cheeks, and swear to God it's the most gorgeous thing Kenny has ever seen.

"Bebe got 'em for me," he says. "A-at the mall the other day. She's the only other person who knows I do this 'cept you."

Kenny nods and looks down at them again.

Black lace. Bebe would.

Kenny licks his lips and looks back up at Butters.

"Can I take 'em off?" he asks.

"If you don't, I will," Butters breathes out the empty threat and falls back as Kenny slips his fingers underneath the elastic and slides the garment down his legs. His erection springs up immediately, happy to be free from its confines, Kenny imagines as he reaches forward and takes it in his hand.

"Fuck," he says softly as Butters lets out a whine and thrusts into his touch. It's a little like holding his own, but different in a somehow very fundamental way. He's not sure if he likes it, but he knows that he doesn't dislike it either.

"He-hey Kenny," Butters says, pulling him out of his thoughts. "Y-you think you could maybe move your hand? 'm kinda goin' nuts up here."

"Oh, uh, yeah," Kenny shakes his head, like the prospect of jerking off a guy hadn't even entered his thoughts. "How, uh… how do you like it?"

"Shit, I don't care," Butters whines and thrusts up again. "Just move, _please_."

Kenny obliges, smiling only a little with relief when Butters collapses against the bed again. It's awkward, moving his hand in such a familiar way from such a different angle, but nothing he can't deal with. He runs his thumb over the slit, smearing precome over the head of Butters' cock. He doesn't even think twice before he brings his thumb to his tongue to taste.

Butters is propped up on his elbows now, fighting with the skirt so he can see just what Kenny's doing while Kenny just goes about his business, giving experimental strokes and tugs, listening and watching for any cues as to what worked and what didn't. Despite what anyone may think, Kenny likes to make sure he satisfies his partners—it kind of gets him off almost as much as the act itself—and the only way he can do that is by paying attention.

If anything, by this point he's paid enough attention to conclude that jerking another guy off isn't so bad, especially if he can keep coaxing those sounds out of Butters. He sighs and groans like he can't get enough of Kenny's hands on him, like he'd actually cease to exist if Kenny stood up and walked away.

Suddenly, Kenny starts wondering what other sorts of noises he can coax out of this guy.

Butters throws his head back and lets out a yelp of surprise when Kenny tentatively licks at the very tip of him. He stills almost entirely when Kenny takes him into his mouth, sucking softly at the head as he continues to move his hand in time with his tongue. Butters tastes… good. Kenny can't quite categorize it, but he's got a dick in his mouth—any semblance of logic that had been in his brain just went on an indefinite lunch break.

Kenny sucks a little further down, only to gag when Butters thrusts up into his throat without warning.

"Sorry," Butters breathes, even though he's totally not. Kenny wipes the corner of his mouth on his sleeve when he looks up, seeing Butters all spread out and completely flushed, panting like he's never going to get enough air again.

"'s'fine," he says distantly, still fixated on Butters' face. His make-up is a little smudged and his hair a little mussed, probably from grabbing at it or something. Kenny has to grab his own hard-on at the thought, just to let the poor guy know he hasn't forgotten about him, before he dips his head to go back to work once more. Butters just grabs him by the hair and forces him to look up and Kenny _may_ have whimpered a little bit at that because he fucking loves having his hair pulled.

"'m gonna come if you keep on like that," Butters admits hazily and lets Kenny's hair out of his grip. Kenny frowned and looked back down at Butters' dick. He really wants Butters to come in his mouth, and doesn't realize until he thinks about it how strange a desire it is. He licks his lips—he kind of wants it really badly.

"I wanna come with you inside me," Butters says, playing with his fingers now.

Eh, Kenny could make do with improvising. He got up to his knees, hands shakily working at removing his pants entirely as Butters patted around the bed for the condoms and lube. It was probably a good thing he was occupied, because Kenny was flailing most ungracefully out of his clothes and wriggling out of his sweater with all the finesse of a newborn colt with a gimp leg. He didn't have time to get out of his shirt before Butters looked back up, lube and condoms in hand, and smiled like he'd just struck gold.

"I can see your whole face," he says, which is stupid because Kenny hardly ever obstructs his whole face anymore, but Kenny doesn't say anything, just let Butters crawl across the bed and bring him into a kiss. This one is a lot sloppier, a lot more rushed than the previous ones, and Kenny can still taste the slightest sugary hint of lip gloss still hovering on his lips. He grabs his dick and gives it a few short tugs; he can't not when Butters is teasing at the inside of his mouth like that.

"C'mere," Butters whispers as he pulls out of the kiss and wraps an arm around Kenny's shoulders. Kenny hides his face in Butters' neck when he feels his hand nudge his own out of the way. Jesus, Butters' hands feel good on him—better than a lot that have been on him before. He's a lot more confident than Kenny would've thought, but Kenny gets the feeling that it's just the dress. It's just Butters pretending that he's someone else.

_Fuck_, Kenny can feel the fabric of the dress against his cock and jerks away at the sensation; he's got a hair-trigger at this point, and there's no amount of visualization in the world that can pull him back now. He just has to refocus his energy… that's all. He grabs the lube from Butters' hand and squirts some onto his fingers.

"Okay, how do I do this?" he asks, and Butters gives him a smile because he somehow knows what he's talking about. He lies back on the bed, moving one of the pillows from behind his head to put under the small of his back before he spreads his legs.

Kenny realizes he's not going to take the dress off and grins.

"Just, take your time," Butters says very clinically now. "A-and don't worry about finding my prostate or nothin'—"

"What?" Kenny asks and looks up. He's been staring at Butters' erection again, thick, red, and leaking against his belly under the skirt. He teases a slick finger at Butters' entrance, but doesn't push in. He's never done this before. He wonders if his nails are too long—he forgets to cut them sometimes and he's had girls make him do it before they let him go anywhere near their twats.

"You don't know what a prostate is?" Butters sits up, looking confused. Kenny shakes his head vaguely.

"I think I remember labeling it on a test in seventh grade health class or something," he says. "That's about it."

Butters rolls his eyes and impatiently blows some of his hair up off of his forehead. It's not long enough to fall into his eyes or anything, but it's getting there.

"It's a little thing that makes everything feel real good," Butters attempts to explain but decides to let it go when Kenny cocks his head further. Come to think of it, he's heard Stan talk about something like this before. Some way Kyle bends his finger just right that almost makes him come just from that. Kenny runs his hand, the one that isn't all slick with lube, up Butters' stomach and gently slides a finger in. Kenny rests his forehead against Butters' thigh and lets out a shuddering breath. _Fuck_, he's tight.

"You okay?" Kenny asks.

"It's just a finger, Kenny," Butters laughs. Kenny attempts to give Butters a snide glare, but the dress is proving to be a bigger visual obstruction than either of them would've thought. He adds another finger, and this time Butters adjusts a little uncomfortably.

"Still okay?" he asks.

"Shush," Butters chides softly and clenches around his fingers very pointedly. Kenny does bother to poke his head up over the dress and stick his tongue out. Butters laughs and lets his head loll back, because Kenny's started stroking him in time with his clumsy probing.

He figures he must've done something right, because Butters lets out a cry and clenches around his fingers again. He even goes so far to bat Kenny's hand away from his dick and grab a condom out of the box. Kenny removes his fingers as Butters tears the packet open with his teeth and rolls the slick condom down over Kenny in one fluid movement.

"Jesus," is all Kenny has time to mutter before Butters pushes him back on the bed and straddles him. He's holding the skirt up with one arm and using his other hand to line up Kenny's erection with his entrance. Kenny can't get over how unbelievable this is, how he's never gotten this into his head to try this before, but soon gets over it as Butters sinks down onto him all at once.

He swears that he can't really breathe at all, and can't even imagine how it must be on Butters' end, but that can't be true because he's making noises in the back of his throat that require air to be noise. Butters' face is screwed up, like he knows he's done a little too much in too short a time with not enough preparation, so Kenny just grabs his hips and gently starts rubbing circles into his skin with the pads of his thumbs. Kenny only realizes Butters' eyes are welling up from the stretch when he notices that his mascara is running just a little. He grabs Butters by the back of the neck and sits up just a little bit, meeting him halfway for a kiss.

"Okay?" he asks, and Butters nods.

"You feel good," he says, but it's tight and kind of forced and Kenny's not entirely sure how honest he's being until he gives an earnest smile. Kenny tries to wipe away the dark circles under his eyes, but only succeeds in making it worse. Butters just huffs a laugh and clenches around Kenny, who, honest to God, may pass out from overstimulation before this is even over.

He lies back down and lets Butters hover over him, lets him kiss him again before he rises up and sinks back down. Kenny definitely goes cross-eyed that time. He's had girls ride him before, but this is different.

Obviously.

He laughs when Butters smacks him on the thigh and chides him for riding him like a five-year-old girl on her first pony, because it's the most ridiculous thing he's ever heard and, you know what? Butters fucking would say something like that. When he complies and starts thrusting gently back against Butters, Kenny thinks he may be having… fun. Which isn't to say Kenny doesn't normally have fun when he fucks other people, but it's not like this. He doesn't normally laugh and kiss his partners like this, and that seems to be all he wants to do with Butters.

"Kenny," Butters whispers against his ear. He seems to have found an angle that hits _something_ good when he sinks back down, and Kenny's almost afraid to move because he's afraid of fucking it up. Those sounds he keeps making have him thrusting up with reckless abandon. Not that Butters seems to mind much, since he's biting down on Kenny's neck now and grunting in time with every move they make. Kenny feels a little like he's never going to be able to catch his breath again, like there's always going to be something sucking the air right out of him as soon as he takes a breath. He kind of thinks he'd feel that way even if Butters wasn't pressed flush against his chest.

"You close?" Kenny finds himself asking and Butters nods, whining. Kenny slips his hand under the dress and tries to help him along. Butters' face scrunches up as he lets out a strangled sound in the back of his throat. He coats Kenny's hand not a moment later, bucking up and clenching erratically until Kenny loses it himself. He slams up into Butters, coming harder than he ever has before.

They lay panting against each other in a tangled, sweaty heap for the next few minutes before Butters decides to roll off and let Kenny breathe. Kenny takes off the condom, knots it and gets up to toss it in the trash can next to Butters' door before returning to the bed and stretching out languidly. He's one of those people who gets sleepy after sex, but he'd rather fall asleep with someone who smells like sweat and sex tucked under his arm than against the sheets that smell like detergent. He looks around for Butters in hopes that he might share some of these sentiments, but he's sitting on the edge of the bed, preoccupied with something else.

"Shit," he says and stands. Kenny opens his eyes just in time to see Butters rip the dress over his head and frown.

"What's up?" he asks and props himself up on his elbows. Butters just flips the dress inside out and gives a sigh. He looks totally fucked out—make up a mess, hair standing on end, eyes still kind of glazed over—and Kenny kind of loves it.

"I don't think I can give this back to Bebe," he says and shows Kenny the very obvious wet patch he's looking at. Kenny laughs.

"Not gonna lie, that's probably not the worst that thing has seen," he grins and laughs even harder when Butters throws the dress right in his face.


End file.
